Common use of Inspection of Property and Books and Records Clause in Contracts

Inspection of Property and Books and Records. Borrower shall maintain and shall cause each of its Restricted Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower and such Restricted Subsidiaries. Borrower shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors of the Administrative Agent or any Bank to visit and inspect any of their respective Properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants of the Borrower at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrower; provided, however, when an Event of Default has occurred and is continuing the Administrative Agent or any Bank may do any of the foregoing at the expense of Borrower at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower The Company shall maintain and shall cause each of its Restricted Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower the Company and such Restricted Subsidiaries. Borrower The Company shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors of the Administrative Agent or any Bank to visit and inspect any of their respective Properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants of the Borrower at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowerthe Company; provided, however, when an Event of Default has occurred and is continuing the Administrative Agent or any Bank may do any of the foregoing at the expense of Borrower the Company at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower The Company shall maintain and shall cause each of its Restricted Subsidiaries Subsidiary to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower the Company and such Restricted SubsidiariesSubsidiary. Borrower The Company shall permit, and shall cause each of its Restricted Subsidiaries Subsidiary to permit, representatives and independent contractors of the Administrative Agent or any Bank Lender at the expense of the Administrative Agent or Lender, as the case may be, to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants of the Borrower accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowerthe Company; provided, however, when an Event of Default has occurred and is continuing exists the Administrative Agent or any Bank Lender may do any of the foregoing at the expense of Borrower the Company at any time during normal business hours and without advance notice, otherwise the expenses of only one field audit by the Administrative Agent per year shall be paid by the Company.

Inspection of Property and Books and Records. Borrower shall maintain The Company shall, and shall cause each of its Restricted Subsidiaries to Subsidiary to, maintain proper books of record and account, in which full, true and correct entries sufficient to permit the preparation of financial statements in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower the Company and such Restricted SubsidiariesSubsidiary. Borrower The Company shall permit, and shall cause each of its Restricted Subsidiaries Material Subsidiary to permit, representatives and independent contractors of the Administrative either Agent or and representatives of any Bank Lender to visit and inspect any of their respective Propertiesproperties, to examine their respective corporateorganizational, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officersofficers and, and in the presence of the Company if the Company shall so request, independent public accountants accountants, all at the expense of such Lender or such Agent (or at the expense of the Borrower Company if (a) an Event of Default exists or (b) in the case of an Agent, the Required Lenders have requested such visit, inspection, examination, copying or discussion) and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable advance notice to Borrowerthe Company and on only one occasion during any fiscal year; provided, however, provided that when an Event of Default has occurred and is continuing the Administrative exists, either Agent or any Bank Lender may do any of the foregoing at the expense of Borrower the Company at any time during normal business hours hours, as often as may be reasonably desired and without advance notice.

Inspection of Property and Books and Records. Borrower The Company shall maintain and shall cause each of its Restricted Subsidiaries Subsidiary to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower the Company and such Restricted SubsidiariesSubsidiary. Borrower The Company shall permit, and shall cause each of its Restricted Subsidiaries Subsidiary to permit, representatives and independent contractors of the Administrative Agent or any Bank to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants (and by this provision the Company authorizes such accountants to discuss with the Banks and such representatives the affairs, finances and accounts of the Borrower Company and its Subsidiaries, provided that prior to the occurrence and continuation of a Default or Event of Default, all such discussions shall, if the Company so requests, be in the presence of an officer of the Company), at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowerthe Company; provided, however, when an Event of Default has occurred and is continuing exists the Administrative Agent or any Bank may do any of the foregoing at the expense of Borrower the Company at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower The Company shall maintain and shall cause each of its Restricted Subsidiaries Subsidiary to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower the Company and such Restricted Subsidiarieseach Subsidiary. Borrower The Company shall permit, and shall cause each of its Restricted Subsidiaries Subsidiary to permit, at the expense of the Company, representatives and independent contractors of the Administrative Agent or any Bank Lender to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants of the Borrower accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowerthe Company; providedPROVIDED, howeverHOWEVER, when a Default or an Event of Default has occurred and is continuing exists the Administrative Agent or any Bank Lender may do any of the foregoing at the expense of Borrower at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower shall maintain The Company shall, and shall cause each of its Restricted Subsidiaries to to, maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower the Company and such Restricted SubsidiariesGuarantor. Borrower shall permitThe Company and each Guarantor shall, and shall cause each of its Restricted their Subsidiaries to to, permit, representatives and independent contractors of the Administrative Agent or any Bank to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants accountants, all at the expense of the Borrower Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowerthe Company; provided, however, when an Event of Default has occurred and is continuing exists the Administrative Agent or any Bank may do any of the foregoing at the expense of Borrower the Company at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. The Borrower shall maintain and shall cause each of its Restricted Material Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower and such Restricted Subsidiaries. The Borrower shall permit, and shall cause each of its Restricted Material Subsidiaries to permit, representatives and independent contractors of the Administrative Agent or any Bank Lender to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, officers and independent public accountants of the Borrower at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, when an Event of a Default has occurred and is continuing exists, (i) the Administrative Agent or any Bank Lender may do any of the foregoing at with respect to the expense of Borrower or any Subsidiary at any time during normal business hours and without advance noticenotice and (ii) such inspection, examination and meetings shall be at the Borrower's expense.

Inspection of Property and Books and Records. Borrower Holdings and the Company shall maintain and shall cause each of its Restricted Subsidiaries Subsidiary to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower Holdings and the Company and such Restricted SubsidiariesSubsidiary. Borrower Holdings and the Company shall permit, and shall cause each of its Restricted Subsidiaries Subsidiary to permit, representatives and independent contractors of the Administrative Agent or any Bank Lender to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants accountants, all at the expense of the Borrower Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowerthe Company; provided, however, when (i) no Event of Default exists, any inspection of the Company's properties for purposes of examining the Company's corporate, financial or operating records shall be conducted at the same time as any such inspection by the Agent and (ii) an Event of Default has occurred and is continuing exists the Administrative Agent or any Bank Lender may do any of the foregoing at the expense of Borrower the Company at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower shall maintain and shall cause each of its Restricted Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower and such Restricted Subsidiaries. Borrower shall permit, and shall cause each of its Restricted Subsidiaries other Loan Party to permit, representatives and independent contractors of Agent (at the Administrative Agent sole expense of Borrower; provided that unless an Event of Default has occurred and is continuing, Borrower shall be responsible for such reasonable and documented out-of-pocket expenses of no more than $10,000 and not more than one (1) time per year), or any Bank Lender (at such Lender’s expense unless an Event of Default shall have occurred and be continuing), to visit and inspect any of their respective Properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective its directors, officers, and independent public accountants of the Borrower accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowersuch Loan Party; provided, however, when an Event of Default has occurred and is continuing the Administrative exists Agent or any Bank Lender may do any of the foregoing at the sole expense of Borrower with no cap on amount of reimbursement for such reasonable and documented out-of-pocket expenses at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower The Company shall maintain and shall cause each of its Restricted Subsidiaries consolidated Subsidiary to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP or SAP, as applicable, consistently applied (except for changes in which the Independent Auditor concurs) shall be made of all financial transactions and matters involving the assets and business of Borrower the Company and such Restricted Subsidiariesconsolidated Subsidiary. Borrower The Company shall permit, and shall cause each of its Restricted Subsidiaries Insurance Subsidiary to permit, representatives and independent contractors of the Administrative Agent or any Bank to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants accountants, all at the expense of the Borrower Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowerthe Company; provided, however, when an Event of Default has occurred and is continuing exists the Administrative Agent or any Bank may do any of the foregoing at the expense of Borrower the Company at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower The Company and -------------------------------------------- Medis shall maintain and shall cause each of its Restricted their respective Material Subsidiaries to maintain in all material respects proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower the Company and such Restricted SubsidiariesSubsidiary. Borrower The Company and Medis shall permit, and shall cause each of its Restricted their respective Subsidiaries to permit, representatives and independent contractors of the Administrative Agent or any Bank to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants of the Borrower accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowerthe Company; provided, however, when an Event of Default has occurred and is continuing exists the Administrative Agent or any -------- ------- Bank may do any of the foregoing at the reasonable expense of Borrower the Company at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower shall maintain The Company and each Guarantor shall, and shall cause each of its Restricted their Subsidiaries to to, maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower the Company and such Restricted SubsidiariesGuarantor. Borrower shall permitThe Company and each Guarantor shall, and shall cause each of its Restricted their Subsidiaries to to, permit, representatives and independent contractors of the Administrative Agent or any Bank to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants accountants, all at the expense of the Borrower Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowerthe Company; provided, however, when an Event of Default has occurred and is continuing exists the Administrative Agent or any Bank may do any of the foregoing at the expense of Borrower the Company at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower shall maintain The Company shall, and shall cause each of its Restricted Subsidiaries to maintain to, maintain, proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower and such Restricted Subsidiariesthe Company or each Subsidiary. Borrower The Company shall permit, and shall cause each of its Restricted Subsidiaries to permit, agents or representatives and independent contractors of the Administrative any Agent or any Bank Lender (at the expense of such Agent or such Lender) to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make receive copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, officers and independent public accountants of (it being understood that the Borrower Company shall have the right to participate in any discussions with such accountants), in each case at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowerthe Company; provided, however, when at any time an Event of Default has occurred and is continuing the Administrative exists, any Agent or any Bank Lender may do any of the foregoing at the expense of Borrower the Company at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower The Company shall maintain and shall cause each of its Restricted Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower the Company and such Restricted Subsidiaries. Borrower The Company shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors of the Administrative Agent or any Bank Lender to visit and inspect any of their respective Properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants accountants, all at the expense of the Borrower Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowerthe Company; provided, however, when an Event of Default has occurred and is continuing exists the Administrative Agent or any Bank Lender may do any of the foregoing at the expense of Borrower the Company at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower shall maintain The Company shall, and shall cause each of its Restricted Subsidiaries to to, maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower the Company and such Restricted SubsidiariesGuarantor. Borrower shall permitThe Company and each Guarantor shall, and shall cause each of its Restricted their Subsidiaries to to, permit, representatives and independent contractors of the Administrative Agent or any Bank Lender to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants accountants, all at the expense of the Borrower Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowerthe Company; provided, however, when an Event of Default has occurred and is continuing exists the Administrative Agent or any Bank Lender may do any of the foregoing at the expense of Borrower the Company at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower shall maintain Culligan shall, and shall cause each of its Restricted Subsidiaries to Subsidiary to, maintain proper books of record and account, in which full, true and correct entries in order to permit the preparation of Culligan's consolidated financial statements in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower Culligan and such Restricted Subsidiaries. Borrower shall permitCulligan shall, and shall cause each of its Restricted Subsidiaries to permitSubsidiary to, permit representatives and independent contractors of the Administrative Agent or any Bank Lender (subject to Section 12.9) to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, officers and independent public accountants of the Borrower accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowernotice; provided, however, provided that when an Event of Default has occurred and is continuing exists the Administrative Agent or any Bank Lender may do any of the foregoing at the expense of Borrower Culligan at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower The Company shall --------------------------------------------- maintain and shall cause each of its Restricted Material Subsidiaries to maintain in all material respects proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower the Company and such Restricted SubsidiariesSubsidiary. Borrower The Company shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors of the Administrative Agent or any Bank to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants of the Borrower accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowerthe Company; provided, however, when an Event of Default has occurred and is continuing -------- ------- exists the Administrative Agent or any Bank may do any of the foregoing at the reasonable expense of Borrower the Company at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower shall maintain The Borrowers shall, -------------------------------------------- and shall cause each of its Restricted their respective Subsidiaries to to, maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of any Borrower and or such Restricted SubsidiariesSubsidiary. Borrower shall permitThe Borrowers shall, and shall cause each of its Restricted their respective Subsidiaries to permitto, permit representatives and independent contractors of the Administrative Agent or any Bank to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants of the Borrower accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to such Borrower; provided, however, when an Event of Default has occurred and is continuing exists the -------- ------- Administrative Agent or any Bank may do any of the foregoing at the expense of Borrower the Borrowers at any time during normal business hours and without advance notice.

Inspection of Property and Books and Records. Borrower The Company shall maintain and shall cause each of its Restricted Subsidiaries Subsidiary to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower the Company and such Restricted SubsidiariesSubsidiary. Borrower The Company shall permit, and shall cause each of its Restricted Subsidiaries Subsidiary to permit, representatives and independent contractors of the Administrative Agent or any Bank Lender at the expense of the Administrative Agent or Lender, as the case may be, to visit and inspect any of their respective Propertiesproperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants of the Borrower accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrowerthe Company; provided, however, when an Event of Default has occurred and is continuing exists the Administrative Agent or any Bank Lender may do any of the 72 80 foregoing at the expense of Borrower the Company at any time during normal business hours and without advance notice, otherwise the expenses of only one field audit by the Administrative Agent per year shall be paid by the Company.